Choosing a business structure
There are several types of business entities operating in Brunei Darussalam. Understand the criteria, liability and documents required for each, to decide which type of entity is best suited for your needs. If you are setting up business in Brunei Darussalam, you will need to establish a presence as either a Sole Proprietorship, a Partnership or a Company. The table below summarizes the key aspects of each type of business:
Types of Businesses
| Business Type | Sole-Proprietorship | Partnership | Company | Cooperatives |
| Definition | A business owned by one person | A business firm/ organization of two or more business partners | A business form which is a legal entity separate and distinct from its shareholders and directors | An autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise. |
| Owned by | One person | Generally between 2 to 20 partners. A partnership of more than 20 partners must incorporate |
Private Company Private Company has at least 2 shareholders and a maximum of 50 shareholders.
Public Company Public Company has at least 7 shareholders/members. |
Members of the association Registered under the Cooperative Societies Act Chapter 84 |
| Legal Status |
Not a separate legal entity
Owner has unlimited liability
Can sue or be sued in individual’s own name
Can also be sued in business names
Owner personally liable for debts and losses of business |
Not a separate legal entity
Partners have unlimited liability
Can sue or be sued in firm’s name
Cannot own property in firm’s name
Partner’s personally liable for partnership’s debts and losses incurred by other partners |
A separate legal entity from its members and directors.
Members have limited liability
Can sue or be sued in company’s name
Can own property in company’s name
Members not personally liable for debts and losses of company |
A separate legal entity from its members Can sue or be sued in cooperative’s name Can acquire, hold and dispose of properties Can enter into contracts Members liability limited to the extent of their capital contribution in the society No person shall be admitted to membership who is legally or mentally disabled or who is a bankrupt or against whom a conviction stands for an offence punishable with imprisonment |
| Registration requirement |
Age 18 years or above.
Brunei Citizens and Permanent Residents only
Undischarged bankrupt cannot manage business without court or Official Receivers’ Approval |
Age 18 years or above.
Brunei Citizens and Permanent Residents only
Undischarged bankrupt cannot manage business without court or Official Receivers’ Approval |
Age 18 years or above
Minimum of 2 directors (if 2, At least one of the directors shall be Ordinarily Resident in Brunei Darussalam)
Undischarged bankrupt cannot manage business without court or Official Receivers’ Approval
At least two shareholders |
Age 18 years or above Brunei Citizens and Permanent Residents only Consists of at least thirty persons Person who is legally or mentally disabled or who is a bankrupt or convicted of an offence punishable with imprisonment are not qualified for membership and not allowed to manage the business |
| Formalities and expenses |
Quick and easy to set up
Easy to administer and manage
Registration cost is minimal
Less administrative duties to adhere to |
Quick and easy to set up
Easy to administer and manage
Registration cost is minimal
Less administrative duties to adhere to |
Costlier to set up and maintain
More formalities to comply with
Annual Returns must be filed as Statutory Requirement of General Meetings, directors, share allotments, etc |
Capital is contributed by all the members Established by those with common interest and needs |
| Set-up fee | $30 registration fee | $30 registration fee | $300 incorporation fee | $15 registration fee |
| Continuity of the business entity | Exists as long as the owner is alive and desires to continue the business | Exists subject to Partnership Agreement | A company has perpetual succession until wound up or struck off | Exists as long as the members have the desire to continue to run the cooperative |
| Closing of the business | By owner – Cessation of business | By partners – Cessation of business or dissolution of partnership |
Winding up – Voluntarily by members, compulsorily by the High Court
Striking Off |
Winding up – Voluntarily by members and by an order of the Registrar |
Source: www.mofe.gov.bn
Eligibility and requirements
Learn more about the eligibility and documents required to register a business (i.e. sole-proprietorship or partnership), or to incorporate a company (i.e. public or private limited liability).